Disposition Agent Agreement Sample Clauses

Disposition Agent Agreement. Except as otherwise provided in Section 13.20 of the Base Indenture, the Trustee shall not, at the direction of the Requisite Investors, consent to or select any successor Disposition Agent following the resignation, removal or termination of the Disposition Agent prior to the satisfaction of the Series 2005-1 Rating Agency Confirmation Condition. Except as provided in Sections 13.20(c) and 13.20(d) of the Base Indenture, the Trustee, as a Specified Beneficiary under the Disposition Agent Agreement, shall not at the direction of the Requisite Investors consent to or select any successor Disposition Agent, or consent to any alternative arrangement in lieu of appointing a successor Disposition Agent following the resignation, removal or termination of the Disposition Agent, unless (x) on any date on or prior to March 20, 2006, the Series 2005-1 Rating Agency Confirmation and Consent Condition shall have been satisfied with respect to such resignation, removal or termination of the Disposition Agent or (y) on any date after March 20, 2006, the Series 2005-1 Rating Agency Confirmation Condition shall have been satisfied with respect to such resignation, removal or termination of the Disposition Agent.
Sample 1
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Disposition Agent Agreement. (a) Each of the Group I Noteholders hereby agrees that the Trustee shall act as a Beneficiary on behalf of such Group I Noteholders under the Master Collateral Agency Agreement and as the Specified Beneficiary on behalf of such Group I Noteholders under the Disposition Agent Agreement, and each such Group I Noteholder hereby directs that the Trustee execute on its behalf a Financing Source and Beneficiary Supplement to the Master Collateral Agency Agreement and a Specified Financing Source and Beneficiary Supplement to the Disposition Agent Agreement. Unless otherwise specified herein, all actions to be taken by, or consents to be given by, the Trustee under the Master Collateral Agency Agreement and Disposition Agent Agreement shall be undertaken by the Trustee at the direction the Requisite Investors with respect to the Group I Notes. Except as permitted by Section 13.20(c), any amendment of the Disposition Agent Agreement shall be subject to the satisfaction of the Rating Agency Confirmation Condition in respect of each Outstanding Series of Group I Notes with respect to such amendment. Except as permitted by Sections 13.20(c) and 13.20(d), the Trustee, as a Specified Beneficiary under the Disposition Agent Agreement, shall not at the direction of the Requisite Investors consent to or select any successor Disposition Agent or consent to any alternative arrangement in lieu of appointing a successor Disposition Agent following the resignation, removal or termination of the Disposition Agent prior to (i) satisfaction of the Rating Agency Confirmation Condition in respect of each Outstanding Series of Group I Notes with respect to such termination and (ii) receipt of any consents required in each Group I Supplement. (b) If and whenever an ARG Liquidation Event shall have occurred with respect to any Series of Group I Notes Outstanding, which has not been waived, the Requisite Investors (in the case of an ARG Liquidation Event with respect to all Series of Group I Notes) or the Noteholders holding in excess of 50% of the aggregate Invested Amount of all Series of Group I Notes with respect to which such ARG Liquidation Event has occurred (excluding any Group I Notes held by ARG or any Affiliate of ARG (other than an Affiliate Issuer)) (in the case of an ARG Liquidation Event with respect to less than all Series of Group I Notes) may direct the Trustee, as a Specified Beneficiary under the Disposition Agent Agreement, to, and the Trustee upon receipt of such ...
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Related to Disposition Agent Agreement

  • Agency Agreement If more than one reinsured company is named as a party to this Contract, the first named company shall be deemed the agent of the other reinsured companies for purposes of sending or receiving notices required by the terms and conditions of this Contract, and for purposes of remitting or receiving any monies due any party.

  • Warrant Agent Agreement If this Warrant is held in global form through DTC (or any successor depositary), this Warrant is issued subject to the Warrant Agent Agreement. To the extent any provision of this Warrant conflicts with the express provisions of the Warrant Agent Agreement, the provisions of this Warrant shall govern and be controlling.

  • Appointment of Controlling Note Holder Representative and Non-Controlling Note Holder Representative (a) The Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights and obligations with respect to the Mortgage Loan (the “Controlling Note Holder Representative”). The Controlling Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace the Controlling Note Holder Representative. When exercising its various rights under Section 5 and elsewhere in this Agreement, the Controlling Note Holder may, at its option, in each case, act through the Controlling Note Holder Representative. The Controlling Note Holder Representative may be any Person (other than the Mortgage Loan Borrower, its principal or any Affiliate of the Mortgage Loan Borrower), including, without limitation, the Controlling Note Holder, any officer or employee of the Controlling Note Holder, any affiliate of the Controlling Note Holder or any other unrelated third party. No such Controlling Note Holder Representative shall owe any fiduciary duty or other duty to any other Person (other than the Controlling Note Holder). All actions that are permitted to be taken by the Controlling Note Holder under this Agreement may be taken by the Controlling Note Holder Representative acting on behalf of the Controlling Note Holder. No Servicer, Operating Advisor, Trustee or Certificate Administrator acting on behalf of the Lead Securitization Note Holder shall be required to recognize any Person as a Controlling Note Holder Representative until the Controlling Note Holder has notified each Servicer, Operating Advisor, Trustee and Certificate Administrator of such appointment and, if the Controlling Note Holder Representative is not the same Person as the Controlling Note Holder, the Controlling Note Holder Representative provides each Servicer, Operating Advisor, Trustee and Certificate Administrator with written confirmation of its acceptance of such appointment, an address and facsimile number for the delivery of notices and other correspondence and a list of officers or employees of such person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). The Controlling Note Holder shall promptly deliver such information to each Servicer, Operating Advisor, Trustee and Certificate Administrator. So long as no Consultation Termination Event (including any such deemed event) is in effect pursuant to the terms of the Lead Securitization Servicing Agreement, the Controlling Note Holder Representative shall be the Lead Securitization Subordinate Class Representative. (b) Neither the Controlling Note Holder Representative nor the Controlling Note Holder will have any liability to the other Note Holders or any other Person for any action taken, or for refraining from the taking of any action or the giving of any consent or the failure to give any consent pursuant to this Agreement or the Lead Securitization Servicing Agreement, or errors in judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence. The Note Holders agree that the Controlling Note Holder Representative and the Controlling Note Holder (whether acting in place of the Controlling Note Holder Representative when no Controlling Note Holder Representative shall have been appointed hereunder or otherwise exercising any right, power or privilege granted to the Controlling Note Holder hereunder) may take or refrain from taking actions, or give or refrain from giving consents, that favor the interests of one Note Holder over the other Note Holder, and that the Controlling Note Holder Representative may have special relationships and interests that conflict with the interests of a Note Holder and, absent willful misfeasance, bad faith or gross negligence on the part of the Controlling Note Holder Representative or the Controlling Note Holder, as the case may be, agree to take no action against the Controlling Note Holder Representative, the Controlling Note Holder or any of their respective officers, directors, employees, principals or agents as a result of such special relationships or interests, and that neither the Controlling Note Holder Representative nor the Controlling Note Holder will be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misfeasance or to have recklessly disregarded any exercise of its rights by reason of its having acted or refrained from acting, or having given any consent or having failed to give any consent, solely in the interests of any Note Holder. (c) The Non-Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights and obligations with respect to the Mortgage Loan (the “Non-Controlling Note Holder Representative”). All of the provisions relating to Controlling Note Holder and the Controlling Note Holder Representative set forth in Section 6(a) (except those contained in the last sentence thereof) and Section 6(b) shall apply to the Non-Controlling Note Holder and the Non-Controlling Note Holder Representative mutatis mutandis. The Non-Controlling Note Holder Representative, as of the date of this Agreement and until the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer) is notified otherwise, shall be the Initial Note A-2 Holder.

  • Collateral Agency Agreement New Secured Party hereby acknowledges receipt of a copy of the executed Collateral Agency Agreement. New Secured Party hereby becomes (and is hereby designated by GECC) a Secured Party under the Collateral Agency Agreement. New Secured Party agrees to be bound by the terms thereof and hereby authorizes Collateral Agent to act on its behalf under the Collateral Agency Agreement with respect to its Designated Lease Assets set forth on Schedule I attached hereto.

  • Documentation Agent and Syndication Agent Neither the Documentation Agent nor the Syndication Agent shall have any duties or responsibilities hereunder in its capacity as such.

  • SELECTED DEALER AND SELECTED AGENT AGREEMENTS NLD shall have the right to enter into selected dealer agreements with securities dealers of its choice ("selected dealers") and selected agent agreements with depository institutions and other financial intermediaries of its choice ("selected agents") for the sale of Shares and to fix therein the portion of the sales charge, if any, that may be allocated to the selected dealers or selected agents; provided, that the Trust shall approve the forms of agreements with selected dealers or selected agents and shall review and approve the compensation set forth therein. A form selling agreement for the Funds is attached hereto. Selected dealers and selected agents shall resell Shares of the Funds at the public offering price(s) set forth in the Prospectus relating to the Shares. Within the United States, NLD shall offer and sell Shares of the Funds only to selected dealers that are members in good standing of FINRA.

  • Note Purchase Agreement The conditions precedent to the obligations of the Applicable Pass Through Trustees and the other requirements relating to the Aircraft and the Equipment Notes set forth in the Note Purchase Agreement shall have been satisfied.

  • Escrow Agreement Purchaser and the Escrow Agent shall have executed and delivered the Escrow Agreement.

  • Co-Sale Agreement The Co-Sale Agreement shall have been executed and delivered by the parties thereto.

  • Sale Agreement The Sale Agreement is the only agreement pursuant to which the Seller purchases Collateral.

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